Event Terms and Conditions
1.1 In these terms and conditions (“Conditions”) the following expressions shall have the meanings ascribed to them below:
(a) “Agreement” means the agreement between the Company and the Client for the supply of Services and Equipment in relation to the Event;
(b) “Booking Schedule” means the schedule to these Conditions that outlines the specifics of the event agreed between the Company and the Client;
(c) “Client” means the company, individual or other legal entity with whom the Agreement is made by the Company;
(d) “Company” means VRE VIRTUAL REALITY EXPERIENCES LTD. (10360175) whose Registered Office is at 26 St Michaels Road, Brereton, Rugeley, Staffs, WS15 1EX (“VRE”);
(e) “Equipment” means the hardware, software, manuals, documentation, accessories, or articles or any of them (including any replacements or renewals thereof, additions thereto and substitutions thereof) required to provide the Services;
(f) “Event” means the occasion for which the Services are required;
(g) “Event Charges” are as outlined in the Booking Schedule;
(h) “Event Manager” means that employee or other representative of the Company who at any particular time designated by the Company as the Event Manager and the Client’s point of contact for any particular Event;
(i) “Participant” means any person who is attending an Event; and
(g) “Services” means the services the Company has agreed to provide in relation to any Event as more particularly described in the Booking Schedule.
1.2 These Conditions shall be incorporated into the Agreement for the provision of Services relating to the Event to the exclusion of all other terms and conditions and communications between the Company and the Client. In the case of any inconsistency between these Conditions and the Rental Schedule the provisions of these Conditions shall prevail.
2.1 Notwithstanding that the Company may have given a detailed quotation to the Client no order shall be binding on the Company unless and until it has been accepted by the Company as evidenced by its signature on the Booking Schedule and Event Charges have been paid for in full.
2.2 The Company shall use reasonable endeavours to supply the Services in line with the particulars on the Booking Schedule and as agreed with the Client.
2.3 The Services shall be planned and directed by the Company’s Event Manager.
2.4 The Company reserves the right to make changes to the Services which are necessary to comply with any applicable laws or safety requirements. The Company will provide reasonable notice to the Client of any changes to the Services.
2.5 The Company shall be responsible for providing all required Equipment and ensuring the installation and removal of the Equipment.
2.6 The Company will provide support with the general conduct of the Event however, notwithstanding the foregoing, the Client will be solely responsible for the overall management of the Event and budget associated with the Event.
3.1 Subject to clause 3.2, the Client may cancel any Event by providing notice in writing to the Company of their intention to cancel.
3.2 Any cancellation of an agreed Event shall be subject to a cancellation fee as follows:
(a) where a notice of cancellation is received by the Company before the Event the Client shall pay a cancellation fee of 50 % of the total Event Charges; and
(b) where a notice of cancellation is received by the Company less than 3 days before Event the Client shall pay a cancellation fee of 70% of the total Event Charges.
3.3 The Company may cancel the Event if:
(a) the Client breaches any of its duties or obligations under this Agreement;
(b) in the sole opinion of the Company, the Client has requested a significant change of the services required for the Event;
(c) an administrator is appointed to the Client or in the event of the liquidation or receivership of the Client;
(d) the Company is requested to cancel the Event by order of any government or other public authority.
4. CLIENT OBLIGATIONS
4.1 The Client shall:
(a) co-operate with the Company in all matters relating to the Event;
(b) provide, in a timely manner, such data and other information as the Company may require for the provision of the Services, and ensure that it is accurate in all material respects;
(c) not use the names, logos or any details of the Company without the prior consent of the Company;
(d) use any Equipment in a proper manner, with all reasonable care, and where applicable operate the Equipment in accordance with any instructions issued for it by either the manufacturer or the Company, including but not limited to any health and safety instructions;
(e) to allow the Company or its duly authorised agent or representative upon reasonable notice at any time access to inspect, repair and service the Equipment;
(f) not make any alterations, modifications or technical adjustments, or make or attempt to make any repairs to the Equipment;
(g) pay for any repair for any damage to the Equipment caused by misuse or accidental damage, such damage and costs to be determined by the Company in its sole discretion.
(h) to ensure it has in place comprehensive insurance for the Event with a reputable insurance company against all risks of loss or damage (other than those risks for which the Company agrees to insure the Equipment) and also against all risks of third party liability arising out of the use of the Equipment by the Client or Participants.
4.2 The Company agrees that in the unlikely event the Equipment fails or malfunctions for reasons other than misuse or accidental damage, then the Company will use its best efforts to repair or replace the Equipment in a timely manner.
4. SERVICE RESTRICTIONS
5.1 The Company reserves the right to refuse use of the Services to any Participant in the sole discretion of the Event Manager or any other member of the Company’s staff.
5.2 The Company does not tolerate harassment of staff members or Participants in any form. If the Company’s staff members feel uncomfortable or experience threatening or improper conduct by any Participant, the Company reserves the right to request the Client to remove such Participant from the Event and where appropriate cancel the Event and remove the Equipment from the Event. In the event of such cancellation the Client will not be due any refund of the Event Charges.
5.3 The Company does not permit the use of any pornography or other adult content on its Equipment.
6. INTELLECTUAL PROPERTY
6.1 The Equipment shall at all times remain the property of the Company and the Client shall have no right, title or interest in or to the Equipment, save and except the right to use of the Equipment for the Event, subject to the terms and conditions of this Agreement.
7. FEES AND BILLING
7.1 The Event Charges due to the Company in relation to each individual Event are as outlined in the Booking Schedule.
7.2 All Event Charges are due in full in advance of the Event.
7.3 The Event Charges are a service and management charge and expressly exclude any postage charges and any other ancillary expenses reasonably and properly incurred by the Company in connection with the Service. The Company shall give notice and obtain the written agreement of the Client prior to incurring any additional expenses.
7.4 All Event Charges are deemed fully earned upon provision of Services at the Event.
7.5 All Event Charges are exclusive of Value Added Tax which shall be payable by the Client, where applicable, at the then applicable rate.
7.6 The Company reserves the right to increase the Event Charges to reflect any change in the Services requested by the Client, any delay caused by the Client, or any failure of the Client to perform its obligations under this Agreement.
8. NO WARRANTY
8.1 The Client agrees and acknowledges that all conditions, warranties or representations whether express or implied or statutory or otherwise in respect of the Services, Equipment or its fitness for any particular purpose are hereby expressly excluded to the fullest extent permitted by law.
9.1 The Client hereby indemnifies and saves and holds the Company harmless from any and all loss or damage (including court costs and legal fees) arising out of or in any way connected with any actions, claims, costs, demands and/or expenses brought against, suffered or incurred by the Company resulting from acts or omissions of Client in connection with this Agreement and without limiting the generality of the foregoing to include:
(a) any loss of or damage to the Equipment caused by the Client;
(b) any death, injury or damage to any person or property arising directly or indirectly from the use of the Services or Equipment by a Participant;
(c) any breach by the Client of its obligations under this Agreement including any failure to insure or adequately insure the Event; and
(d) the seizure or repossession of the Equipment and any related storage, repair or sale.
9.2 This clause 9 shall survive the termination of this Agreement.
10. LIMITATION OF LIABILITY
10.1 The aggregate liability of the Company to the Client in respect of any loss or damage whether arising in contract, tort, for breach of statutory duty or otherwise shall be limited to and shall not in any circumstances exceed the total amount of the Event Charges paid or payable by the Client to the Company.
10.2 The Company shall not in any circumstances be liable whether in contract, tort, for breach of statutory duty or otherwise for any consequential or indirect loss or damage howsoever arising and of whatsoever nature (including, without limitation, any loss or damage to computer programs or data, loss of profit, loss of goodwill, loss of revenue, loss of anticipated benefit, business interruption, management time or third party liability. Notwithstanding the foregoing the Company does not seek to exclude liability for fraudulent misrepresentation or for any death of or physical injury to any person which is caused by the negligence of the Company or its employees.
11. GENERAL CLAUSES
11.1 No Waiver. No relaxation, forbearance, delay or indulgence by either Party in enforcing any of the terms and conditions of this Agreement shall prejudice, affect or restrict the powers of the Parties, nor shall any waiver express or implied by the Parties operate as a waiver of or consent to any subsequent or continuing breach by the other Party of any of its obligations under this Agreement.
11.2 Force Majeure. Neither party shall be under any liability whatsoever to the other for failure or delay in the performance of any of its obligations hereunder where such performance is prevented by reason of war, labour disputes, accidents, shortages of materials, acts of government authorities, or any matters (whether or not of the same nature as the foregoing) which are beyond the control of the party affected.
11.3 Notices. Under this Agreement a notice may be given or served by any of the following means and shall be deemed to have been given or served as follows:-
(a) by hand – upon delivery; or
(b) by first class prepaid registered or recorded delivery post – forty eight hours after posting; or
(c) by email or facsimile
Provided that no notice shall be deemed to have been given or served unless addressed to the address of the party to be served given at the beginning of this Agreement or to such other address which that party shall have notified the other in writing and a notice given or served outside of a Business Day shall be deemed to have been given or served on commencement of the Business Day immediately thereafter.
11.4 Rights of Third Parties. A person who is not a party to this Agreement shall not have any rights under or in connection with it by virtue of the Contracts (Right of Third Parties) Act 1999 but this dot affect any right or remedy of a third party which exists or is available, apart from that Act.
11.5 Governing Law. This agreement shall be governed by and construed in accordance with English law and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.
11.6 Headings and References. The headings to the clauses in this Agreement are for ease of reference only and are not to be taken into account in construing this Agreement and references to Clauses, Schedules and parties in this Agreement are references to clauses and schedules of and the parties to this Agreement.
11.7 Severability Any provision of this Agreement which shall in any way contravene the law or be unenforceable in any state or country in which this Agreement is intended to be effective shall in such state or country be deemed to be severable to the extent of such contravention and shall not affect any other provision of this Agreement.
11.8 Entire Agreement. This Agreement sets out the entire understanding of the parties with respect to the subject matter. No amendment or other variation to this Agreement shall be effective unless it is in writing and is dated and signed by both parties or their duly authorised representatives. All representations, conditions and warranties oral or written, express or implied other than those contained herein, or agreed in the future between the parties, or in a notice of amendment issued hereunder are expressly excluded.